Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms: 14.5.1 if any of the Permitted Conditions to the Default Notice is not satisfied or waived 60 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed seven Business Days after written notice of the determination of the Fair Value of the Sale Shares or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE") at such reasonable time and place that the Shareholders agree or, failing which, at the registered office of the Company; 14.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares on or before the Transfer Date: (a) duly executed share transfer forms; (b) the relevant share certificates; and (c) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the voting rights; 14.5.3 the buyer shall pay the consideration for the Sale Shares to the selling Shareholder by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer Date PROVIDED THAT the buyer may set off the amount of any liability of the selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such consideration; and 14.5.4 in accordance with Clause 16.
Appears in 1 contract
Samples: Joint Venture Shareholders' Agreement (Siberian Energy Group Inc.)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause 6 shall be made on the following terms:
14.5.1 if any of the Permitted Conditions to the Default Notice is not satisfied or waived 60 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default Notice then that Default Notice shall lapse. Otherwise, 6.6.1 completion of the transfer of the Sale Shares shall be completed seven 10 Business Days after written notice the date of expiry of the determination of the Fair Value of the Sale Shares Acceptance Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE"“Transfer Date”) and at such a reasonable time and place that as the Shareholders selling Shareholder(s) and the buyer may agree or, failing which, at the registered office of the Company;
14.5.2 6.6.2 the selling Shareholder shall Shareholder(s) must deliver to the buyer in respect of the Sale Shares which it is selling on or before the Transfer Date:
(ai) duly executed share transfer forms;
(bii) the relevant share certificates; and
(ciii) a power of attorney in such form and in favour of such any person or entity as the buyer may nominate to enable the buyer that person or entity to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the to be sold including voting rights;
14.5.3 6.6.3 the buyer shall must pay the total consideration due for the Sale Shares to the selling Shareholder Shareholder(s) by telegraphic transfer to the bank account of the selling Shareholder Shareholder(s) notified to it for the purpose on the Transfer Date PROVIDED THAT Date;
6.6.4 the buyer may set off the amount of any liability completion of the sale of the Shares of all selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such considerationShareholder(s) must take place simultaneously; and
14.5.4 6.6.5 in accordance with Clause 169.
Appears in 1 contract
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
14.5.1 13.5.1 if any of the Permitted Conditions to the Default Deadlock Notice or Response Notice is not satisfied or waived 60 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed seven Business Days after written notice the end of the determination of the Fair Value of the Sale Shares Offer Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE") and at such reasonable time and place that as the Shareholders agree or, failing which, at the registered office of the Company;
14.5.2 13.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares it is selling on or before the Transfer Date:
(a) duly executed share transfer forms;
(b) the relevant share certificates; and
(c) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the to be sold including voting rights;
14.5.3 13.5.3 the buyer shall pay the consideration for the Sale Shares Deadlock Price to the selling Shareholder by telegraphic transfer to the bank Bank account of the selling Shareholder notified to it for the purpose on the Transfer Date PROVIDED THAT the buyer may set off the amount of any liability of the selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such considerationDate; and
14.5.4 13.5.4 in accordance with Clause 16.
Appears in 1 contract
Samples: Joint Venture Shareholders' Agreement (Siberian Energy Group Inc.)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
14.5.1 19.7.1 if any of the Permitted Conditions to the Default Acceptance Notice or the Offer or the Sale Notice is not satisfied or waived 60 90 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default the Acceptance Notice or the Offer or the Sale Notice, then that Default Notice or that Offer, as appropriate, shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed seven Business Days after written notice the date of expiry of the determination of the Fair Value of the Sale Shares Acceptance Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATETransfer Date") and at such reasonable time and place that as the Shareholders agree or, failing which, at the registered office of the CompanyCompany during normal business hours;
14.5.2 19.7.2 the selling Shareholder shall Shareholder(s) must deliver to the buyer in respect of the Sale Shares which it is selling on or before the Transfer Date:
(ai) duly executed share transfer forms;
(bii) the relevant share certificates; and
(ciii) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the to be sold including voting rights;.
14.5.3 19.7.3 the buyer shall must pay the total consideration due for the Sale Shares to the selling Shareholder Shareholder(s) by bankers draft or by telegraphic transfer to the bank account of the selling Shareholder Shareholder(s) notified to it for the purpose on the Transfer Date PROVIDED THAT the buyer may set off the amount of any liability Date;
19.7.4 completion of the sale of the Shares of all selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such considerationShareholders must take place simultaneously; and
14.5.4 19.7.5 in accordance with Clause 1626.
Appears in 1 contract
Samples: Joint Venture Shareholders' Agreement (Spectrasite Holdings Inc)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
14.5.1 12.8.1 if any of the Permitted Conditions to the Default Acceptance Notice or the Offer is not satisfied or waived 60 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default the Acceptance Notice or acceptance of the Offer, then that Default Notice or that Offer, as appropriate, shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed seven Business Days after written notice the date of expiry of the determination of the Fair Value of the Sale Shares Acceptance Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE") and at such reasonable time and place that as the Shareholders agree or, failing which, at the registered office of the Company;
14.5.2 12.8.2 the selling Shareholder shall must deliver to the buyer in respect of the Sale Shares which it is selling on or before the Transfer Date:
(a) duly executed share transfer forms;
(b) the relevant share certificates; and
(c) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the to be sold including voting rights;
14.5.3 12.8.3 the buyer shall must pay the total consideration due for the Sale Shares to the selling Shareholder by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer Date PROVIDED THAT the buyer may set off the amount of any liability Date;
12.8.4 completion of the sale of the Shares of all selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such considerationShareholders must take place simultaneously; and
14.5.4 12.8.5 in accordance with Clause 16.
Appears in 1 contract
Samples: Joint Venture Shareholders' Agreement (Siberian Energy Group Inc.)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
14.5.1 12.5.1 if any of the Permitted Conditions in relation to the Default Notice sale and purchase of any Sale Shares is not satisfied or waived 60 Business Days (or, in the case of where a regulatory approvalapproval is required, 120 150 Business Days) , after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed seven Business Days after written notice of the determination of the Fair Value of the Sale Shares or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE"“Transfer Date”) at such reasonable time and place that the Shareholders shareholders agree or, failing which, at the registered office of the Company;
14.5.2 12.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares on or before the Transfer Date:
(ai) duly executed share transfer forms;; and
(bii) the relevant share certificates; and
(ciii) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the voting rights; and;
14.5.3 12.5.3 the buyer shall pay the consideration for the Sale Shares to the selling Shareholder by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer Date PROVIDED THAT the buyer may set off the amount of any liability of the selling Shareholder to it and/or the Company under Clause 5.11 against the amount of such considerationDate; and
14.5.4 in accordance with 12.5.4 the provisions of Clause 1614 shall apply to the transfer.
Appears in 1 contract